-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BnLfCadsBfgilkyMppZNH3zWHIiEEui5zZH5gAN5Velxe7SrYYAKEqUbRjZYeOTt 6qATZJZ98u4EEyim6IUy0g== 0000910484-98-000040.txt : 19980323 0000910484-98-000040.hdr.sgml : 19980323 ACCESSION NUMBER: 0000910484-98-000040 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980320 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENTACON INC CENTRAL INDEX KEY: 0001050504 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE [5072] IRS NUMBER: 760531585 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53791 FILM NUMBER: 98569875 BUSINESS ADDRESS: STREET 1: 9821 KATY FRWY STREET 2: STE 500 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7134647770 MAIL ADDRESS: STREET 1: 9821 KATY FRWY STREET 2: STE 500 CITY: HOUSTON STATE: TX ZIP: 77024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FATICA JACK CENTRAL INDEX KEY: 0001056901 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1926 PEACH STREET CITY: ERIE STATE: PA ZIP: 16502 BUSINESS PHONE: 8184537793X315 MAIL ADDRESS: STREET 1: 3010 INDEPENDENCE DR. CITY: FORT WAYNE STATE: IN ZIP: 46808 SC 13D 1 JACK FATICA SCHEDULE 13D OMB APPROVAL ------------------------------------ OMB Number: 3235-0145 Expires: August 31, 1991 Estimated average burden hours per response..14.90 ------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ________)* Pentacon, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 709620 10 8 ------------------------------------------------------ (CUSIP Number) Jack Fatica c/o Bruce M. Taten Pentacon, Inc. 9432 Old Katy Road, Suite 222 Houston, Texas 77055 713-463-8850 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 10, 1998 ------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box /_/. Check the following box if a fee is being paid with the statement /_/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). -1- SCHEDULE 13D - ------------------------------- ------------------------ CUSIP No. 709620 10 8 Page 2 of 7 Pages - ------------------------------- ------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jack Fatica ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 802,656 (5.4%) BENEFICIALLY ------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 278,347 * (1.9%) REPORTING ------------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 802,656 (5.4%) ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 278,347 * (1.9%) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,081,003 * - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! * Of these shares, 278,347 (1.9%) are held in two trusts for Mr. Fatica's children, of which Mr. Fatica disclaims beneficial ownership. Page 3 of 7 Pages ORIGINAL REPORT ON SCHEDULE 13D Item 1. Security and Issuer This statement relates to the shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock"), of Pentacon, Inc., a Delaware corporation (the "Company"), which has its principal executive offices at 9432 Old Katy Road, Suite 222, Houston, Texas 77055. Item 2. Identity and Background This statement is filed by Jack Fatica, an individual, whose principal business address is 1926 Peach Street, Erie, Pennsylvania 16502. Mr. Fatica is President, Chief Operating Officer and a Director of the Company. Mr. Fatica's principal occupation is Chief Executive Officer of AXS Solutions, Inc., a Delaware corporation and wholly owned subsidiary of the Company. Mr. Fatica is a citizen of the United States. The remaining sub-items of Item 2 do not apply. Item 3. Source and Amount of Funds or Other Consideration Mr. Fatica acquired beneficial ownership of 1,081,003(1) Shares of Common Stock on March 10, 1998 in connection with the acquisition by the Company of all the issued and outstanding capital stock of AXS Solutions, Inc. in exchange for Shares of Common Stock of the Company and cash (the "Acquisition"). Item 4. Purpose of Transaction Mr. Fatica acquired the Shares of Common Stock reported herein solely for the purpose of investment. Mr. Fatica retains the absolute right to vote his Shares of Common Stock as he individually determines except as otherwise described in Item 5 hereof. Mr. Fatica may make additional purchases of Common Stock either in the open market or in private transactions depending on the Company's business, prospects and financial condition, the market for the Common Stock, general economic conditions, money and stock market conditions and other future developments. However, Mr. Fatica is subject to that certain Lock-Up Agreement between Mr. Fatica and the Company dated March 10, 1998 (see Item 6). Item 5. Interest in Securities of the Company There were 14,750,000 Shares of Common Stock outstanding as of March 10, 1998, the date of the consummation of the Acquisition. Mr. Fatica is deemed to be the beneficial owner of 1,081,003(1) Shares of Common Stock, which constitute approximately 7.3% of the total issued and outstanding Shares of Common Stock at March 10, 1998. Mr. Fatica has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of 802,656 Shares of Common Stock and shares the power to vote or direct the vote and the power to - -------- (1) Of these shares, 278,347 are held in trust for the benefit of Mr. Fatica's children, of which Mr. Fatica disclaims beneficial ownership. Page 4 of 7 Pages dispose or to direct the disposition of the 278,347 Shares of Common Stock held in trust for his children. Other than the 1,081,003 Shares of Common Stock reported on this Schedule 13D which Mr. Fatica acquired on March 10, 1998 pursuant to the Acquisition, Mr. Fatica has not acquired any Shares of Common Stock in the last 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Company Pursuant to a Lock-Up Agreement, Mr. Fatica has agreed with the Company not to sell any of the Shares of Common Stock he beneficially owns for a period of one year after the date of consummation of the Acquisition. This restriction relates to all of the Shares of Common Stock beneficially owned by Mr. Fatica. Item 7. Material to be filed as Exhibits 1. Agreement and Plan of Organization among the Company, the Stockholders or AXS Solutions, Inc. and Others, dated December 1, 1997 (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1 filed December 3, 1997 (Registration No. 333-41383)). 2. Lock-Up Agreement between the Company and Jack Fatica dated March 10, 1998. Page 5 of 7 Pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: March 17, 1998 /s/ Jack Fatica ----------------------- Jack Fatica Page 6 of 7 Pages Index to Exhibit
Sequentially Item Description Numbered Page - -------------------- --------------------------------------------------------------------- ------------------------- 1. Agreement and Plan of Organization among the Company, the ____ Stockholders or AXS Solutions, Inc. and Others, dated December 1, 1997 (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1 filed December 3, 1997 (Registration No. 333-41383)). 2. Lock-Up Agreement between the Company and Jack Fatica dated 7 March 10, 1998.
Page 7 of 7 Pages March 10, 1998 Pentacon, Inc. 9432 Old Katy Road, Suite 222 Houston, Texas 77055 Re: Restrictions on Sale of Stock Dear Sirs: In consideration of the Agreement and Plan of Organization by and among Pentacon, Inc. (the "Company"), the undersigned and others dated December 1, 1997, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees as follows: Unless otherwise agreed by the Company, except for transfers to immediate family members who agree to be bound by the restrictions set forth in this letter (the "Agreement") (or trusts for the benefit of the undersigned or family members, or trusts in which the undersigned is both the grantor and the beneficiary, the trustees of which so agree), for a period of one year from the date of issuance, the undersigned shall not offer, pledge, sell, contract to sell, assign, exchange, transfer, appoint, or otherwise dispose of any shares of common stock of the Company sold and issued by the Company or transferred to the undersigned on or prior to the date of this Agreement (the "Restricted Stock"). The certificates evidencing the Restricted Stock will bear a legend substantially in the form set forth below and containing such other information as the Company may deem necessary or appropriate. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED ASSIGNED, EXCHANGED, TRANSFERRED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF WITHOUT THE WRITTEN CONSENT OF THE COMPANY, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO MARCH 13, 1999. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE. The undersigned acknowledges that the shares of Restricted Stock have not been and will not be registered under the Securities Act of 1933, as amended (the "1933 Act") and therefore may not be resold without compliance with the 1933 Act. The Restricted Stock was acquired solely for the undersigned's own respective account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution. The undersigned covenants, warrants and represents that none of the Restricted Stock will be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all of the applicable provisions of the 1933 Act and the rules and regulations of the SEC. All the Restricted Stock shall bear the following legend in addition to the legend listed above: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THE ACT AND APPLICABLE SECURITIES LAW. This Agreement shall be construed in accordance with the laws of the State of Delaware, excluding any conflicts of law, rule or principle that might refer same to the laws of another jurisdiction. In case any provision of this Agreement shall be held invalid, illegal or unenforceable, it shall, to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the parties, and if such modification is not possible, such provision shall be severed from this Agreement, and in either case the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. No provision of this Agreement shall be interpreted or construed against any party solely because that party or its legal representative drafted such provision. Very truly yours, Signature: /s/ JACK FATICA ------------------- Print Name: Jack Fatica -----END PRIVACY-ENHANCED MESSAGE-----